UPRIGHT CITIZENS BRIGADEWEBSITE TERMS OF USE

The following websites and mobile application (collectively, the "Websites"), are owned and operated by the Upright Citizens Brigade, LLC ("UCB," "us" or "our"):

uprightcitizens.org

UCBcomedy.com

UCBtheatre.com

UCBstore.com

delclosemarathon.com

UCB marathon mobile application

innersanctumcafe.com

UCBcomedy.edu

UCBinnersanctum.com

UCBtheater.com

UCBtheatre.com

UCBt.net

UCBtourco.com

UCBtrainingcenter.com

UCBindustries.com

UCBworkplace.com

dontthinkproductions.com

The Websites are a forum for UCB students, performers, consumers and others to access and share information about UCB. These Terms of Use apply to your access to and use of the Websites.Our data collection, use and disclosure practices are described in our Privacy Notice, which is available at [UCBcomedy.com/privacy] (our "Privacy Notice"), and is incorporated herein by reference.

ACCESS TO AND USE OF THE WEBSITES ARE PERMITTED ONLY IN ACCORDANCE WITH THESE TERMS OF USE. YOU HEREBY AGREE TO THESE TERMS OF USE.

Agreement to Terms of Use.(a) Agreement by Use. These Terms of Use apply to all users of the Websites, including users who contribute images, videos, information and other content, materials or services via the Websites, as well as users purchasing tickets, accessing accounts or seeking information about UCB. By accessing and using the Websites, you will comply with these Terms of Use, as may be amended from time to time. If you do not agree to these Terms of Use, you are not permitted to access or use the Websites.(b) Additional Terms. There may be additional terms applicable to specific areas of the Websites, which are posted in those areas. The terms on this webpage, together with any such additional terms, constitute a binding legal agreement between you and UCB, and are referred to as the "Terms of Use."(c) Revisions. We may, in our sole discretion, from time to time, revise these Terms of Use. You agree to be bound by all such revisions. Each time you visit the Websites, you are deemed to have agreed to the then current form of the Terms of Use.

Account. If you are a student of UCB, you may establish an account ("Account") to access and use certain features of the Websites. You are solely and fully responsible for all activities conducted in connection with your Account. You are responsible for maintaining the privacy and security of the user name and password associated with your Account. You must maintain at all times the accuracy of the information in your Account.

Financial Transactions. In certain instances, such as for students paying tuition or fees and for consumers purchasing tickets, you may be able to make payments through the Websites. Payments are processed by our payment processor, not us. When you make such a transaction, you are directed off the Websites and to the website of our payment processor. You should refer to our payment processor's terms of use and privacy practices governing their processing of such transaction. Fees charged are exclusive of taxes, tariffs or any other governmental fees that may be levied, which are your responsibility. You will reimburse and fully indemnify and hold harmless UCB for any and all such amounts and any expenses incurred by UCB in connection therewith.

Content.

(a) "Content" means the content available via the Websites, including, text, software, scripts, graphics, images, sounds, music, videos, the Embedded Player, interactive features, as well as any trademarks, service marks and logos displayed on the Websites. The "Embedded Player" is a media player that is downloadable from the Websites and embeddable into third party websites, through which an audio-visual file from the Websites may be accessed by Streaming (as described below).(b) Ownership. Content is owned by or licensed to UCB and is subject to intellectual property rights, including copyright and trademark rights, as well as other rights under law. Content You upload to any of the Websites is licensed to UCB as follows: You hereby grant UCB a perpetual, irrevocable, non-terminable, unlimited, worldwide, fully transferable and sub-licensable (on multiple levels), royalty-free and fully paid-up right and license to reproduce, distribute, transmit, broadcast, display and perform all Content you upload to any of the Websites, for any purpose whatsoever in connection with the business and operations of UCB. UCB may also modify, abridge, adapt, translate and create derivative works of such content, as determined by UCB in order to address Streaming and similar technical concerns.(c) Disclaimer. UCB is not responsible in any way for Content posted to the Websites by users or other third parties. UCB has no obligation to monitor such Content, but may, in its sole and absolute discretion, redact, alter, abridge, delete, block, censor, remove or take down any such Content at any time without notice and without liability of any kind.(d) Your Use of Content. In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content:(i) Content is provided "as is" without representation or warranty of any kind, and may not be downloaded (other than into your computer device's temporary cache for your own personal viewing while you are visiting the Websites), reproduced, modified, distributed, transmitted, broadcast, displayed, performed, sold, licensed or otherwise exploited for any purpose whatsoever without the prior written consent of UCB or the respective Content owner, as applicable.(ii) You may access Content solely:(1) for your own information and personal use;(2) as intended through the Websites' normal functionality;(3) with respect to certain videos, by Streaming. "Streaming" means a contemporaneous digital transmission of an audio-visual work via the Internet from the Websites to a user's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, downloaded or redistributed by the user. Accessing streaming-only videos for any purpose or in any manner other than by Streaming is prohibited; and(4) with respect to certain videos, as expressly permitted by UCB by download.(e) You may access Content only as permitted under this Agreement. If a video posted on the Websites is not clearly designated as being available for download, you are not permitted to download it.(f) You may not engage in the use, copying or distribution of any Content taken from the Websites other than as expressly permitted herein.(g) You may not circumvent, disable or otherwise interfere with (i) security-related features of the Websites, (ii) features that prevent or restrict use or copying of any Content, or (iii) features that enforce limitations on use of the Websites or Content.(h) You understand and acknowledge that, when using the Websites, you will be exposed to Content from a variety of sources other than UCB, and that UCB is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against UCB with respect thereto, and will indemnify, defend, release and hold harmless UCB, its affiliates, licensors, successors and assigns, and its and their respective owners, operators, officers, employees, contractors and agents to the maximum extent allowed by law, regarding all matters related to your access to and use of the Websites and Content.(i) Downloadable Videos. You may download from the Websites certain videos clearly designated by UCB as available for download. These videos may be downloaded free of charge for your personal use and you may disseminate them by e-mail over the Internet for your friends' personal use, provided that you do not, and cause your recipients not to: (1) charge a fee or require other consideration connected in any way with these videos or the distribution of them, (2) reproduce these videos other than to distribute them free of charge to friends; (3) edit these videos to delete the credits, attributions or other notices contained therein, or otherwise alter the videos; (4) make a derivative work using, or based on, the videos, any portion of the videos, or any elements of the videos, including the soundtrack, plot, dialogue and characters; or (5) make any use of the videos except as expressly permitted herein, without the prior written consent of UCB.(j) Notice for Copyright Infringement. If you are a copyright owner or a copyright owner's agent and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our copyright agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further details):(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Websites are covered by a single notification, a representative list of such works on the Websites;(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit UCB to locate the material;(iv) Information reasonably sufficient to permit the UCB to contact you, such as an address, telephone number, and, if available, an e-mail address;(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Only DMCA notices should go to Alex at this e-mail address. Any other feedback, comments, requests for technical support, and other communications should be directed to UCB customer service through support@UCBcomedy.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.(k) Marks. UCB's names, brands, trademarks, service marks, trade dress, logos and other indicia of origin (collectively, "Marks") that appear on the Websites are owned by UCB. Other Marks appearing on the Websites may belong to third parties. No license or right to use any such Marks is granted, whether by implication or otherwise, and any use of the Marks contained on the Websites is expressly prohibited unless authorized in writing by the owner of the Mark. All rights not explicitly granted herein by UCB as to the Marks are reserved.

Acceptable Use.(a) The Websites may be used only for lawful purposes in accordance with these Terms of Use. The Websites shall not be used by anyone in any manner, nor to post, transmit, display, publish, distribute or otherwise exploit Content or other material, that:(i) violate these Terms of Use;(ii) infringe the copyright, trademark, trade secret or other intellectual property rights of others, or violates the privacy or publicity or other personal rights of others;(iii) is fraudulent, deceptive, defamatory, obscene, threatening, harassing, abusive, hateful, or embarrassing to another user, anyone affiliated with UCB, or any other person or entity, including sexually-explicit or parody images or text, chain letters or pyramid schemes; or(iv) violate applicable federal, state, local, foreign or international laws, rules and regulations, including consumer protection, privacy and trade laws and regulations.(b) Prohibitions. You will not:(i) send, receive, upload, download, use or re-use anything through the Websites which does not comply with these Terms of Use;(ii) distribute in any medium any part of or Content from the Websites, except as expressly permitted by these Terms of Use;(iii) alter or modify any part of the Websites, including the Embedded Player;(iv) access the Websites through any technology or means other than a commercial Internet browser supported by the Websites, nor access any video available via the Websites other than using the video playback pages of the Websites themselves or other explicitly authorized means that UCB may designate;(v) collect or harvest any personally identifiable information from the Websites for any commercial purposes, nor solicit, for commercial purposes, any users of the Websites;

(vi) without UCB's express prior written consent, access or use the Websites for any commercial purpose, including:(1) selling access to the Websites on another website;(2) selling advertising, on any third party website, targeted to Content on the Websites;(3) selling, using or providing access to any video available via the Websites; and(4) using resources available via the Websites with the effect of competing with or displacing the market for the Websites and/or the Content, as such may be determined by UCB in its sole discretion;(vii) use the Websites to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter," "spam" or any other similar solicitation;(viii) impersonate or attempt to impersonate UCB, UCB owner(s), a UCB employee, independent contractor or service provider, or another user of the Websites (including by using e-mail addresses or screen names associated with any of the foregoing);(ix) engage in any conduct that could disable, overburden, damage, or impair the Websites, or interfere, restrict or inhibit anyone's use or enjoyment of the Websites, or which, as determined solely by UCB, may harm UCB or users of the Websites or expose them to liability;(x) use any robot, spider, offline readers or other automatic device, process or means to access the Websites for any purpose, such as monitoring or copying any of the Content on the Websites, provided that UCB grants the operators of public search engines permission, which UCB may revoke at any time, to use spiders to copy Content from the Websites for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the Content, but not caches or archives of any Content;(xi) use any device, software or routine that interferes with the proper working of the Websites, or otherwise attempt to interfere with the proper working of the Websites;(xii) disrupt, overwhelm, attack, modify, reverse engineer or interfere with the Websites or its associated software, hardware and/or servers in any way;(xiii) introduce to the Websites any viruses, Trojan horses, worms, logic bombs, spyware, adware or other code, software or material that is malicious or harmful;(xiv) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Websites, the servers on which the Websites are stored, or any server, computer or database connected to the Websites;(xv) attack the Websites via a denial-of-service attack or a distributed denial-of-service attack; nor(xvi) delete or alter any Content on the Websites.

Links to Other Websites. The Websites may contain links to third party websites that are not owned or controlled by UCB. UCB assumes no responsibility for the content, privacy policies or practices of such websites. In addition, UCB cannot and will not censor or edit the content of any third party website. By using the Websites, you relieve UCB from any and all liability arising from your linking to or use of any third party websites.

Feedback. Certain areas of the Websites may allow you to provide feedback ("Feedback"). We may use Feedback for any and all purposes, as we see fit in our sole discretion, including for commercial, promotional, marketing or advertising purposes. To the extent you retain any intellectual property rights in or to such Feedback, you hereby grant UCB a perpetual, irrevocable, non-terminable, unlimited, worldwide, fully transferable and sub-licensable (on multiple levels), royalty-free and fully paid-up license for any and all purposes in, to and under all such intellectual property rights, including the right to use, reproduce, create derivative works, distribute, perform, display, exploit and commercialize, and to practice under and to make, have made, use, sell, offer for sale and import products and services.

Disclaimer of Warranties. OUR WEBSITES, TOGETHER WITH ALL CONTENT, ARE PROVIDED "AS IS," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. USE OF OUR WEBSITES IS AT YOUR SOLE RISK. UCB EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH OUR WEBSITES, YOUR ACCESS TO AND USE THEREOF, AND YOUR INABILITY TO ACCESS OR USE OUR WEBSITES. UCB MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF OUR WEBSITES, ANY CONTENT, OR WITH RESPECT TO ANY WEBSITES LINKED TO OUR WEBSITES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, OMISSIONS, MISTAKES OR INACCURACIES IN ANY SUCH MATERIAL, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF, OR YOUR INABILITY TO ACCESS OR USE, OUR WEBSITES, CONTENT OR ANY THIRD PARTY WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR WEBSITES' SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITES BY A THIRD PARTY, AND/OR (VI) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITES. UCB DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR WEBSITES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING.

The Websites are controlled and offered by UCB from its facilities in the United States of America. UCB makes no representations that the Websites are appropriate or available for use in other locations. Those who access or use the Websites from other jurisdictions do so at their risk and are responsible for compliance with local law.

Limitation of Liability. IN NO EVENT SHALL UCB, ITS AFFILIATES, SUBSIDIARIES OR RELATED ENTITIES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITES, YOUR INABILITY TO ACCESS OR USE OUR WEBSITES, ANY CONTENT AVAILABLE VIA OUR WEBSITES, OR ANY THIRD PARTY WEBSITES LINKED FROM OUR WEBSITES. IF UCB IS LIABLE FOR ANY REASON, UCB'S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED $500. THE FOREGOING DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU SPECIFICALLY ACKNOWLEDGE THAT UCB SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Indemnity. You will defend, indemnify, release and hold harmless UCB, its affiliates, subsidiaries and related entities, and its and their respective owners, officers, directors, employees, agents, consultants, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys' fees) arising from (i) your access to and use of, or inability to access and use, the Websites; (ii) Content you post; or (iii) your violation of these Terms of Use.

Ability to Accept Terms of Use. You affirm that (a) you are 18 years of age or older, (b) you are an emancipated minor, or (c) you possess legal parental or guardian consent, and, therefore, that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. If you are under 18 years of age, you are not permitted to use the Websites.

Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but UCB may assign or delegate these Terms of Use, or any of UCB's rights or obligations thereunder, without notice or restriction. Any attempt to assign in violation of the foregoing shall be null and void.

Questions. Please e-mail any questions or comments you may have about these Terms of Use or any other aspect of the Websites to UCB at: support@UCBcomedy.com.

General. You agree that, for purposes of these Terms of Use, the Websites shall be deemed (i) solely based in New York City, New York State, and (ii) passive websites that do not give rise to personal jurisdiction over UCB, either specific or general, in jurisdictions other than New York City, New York State. These Terms of Use shall be governed by the internal substantive laws of the State of New York, without respect to its conflicts of law principles. Any claim or dispute between you and UCB that arises in whole or in part from the Websites shall be decided exclusively by a court of competent jurisdiction located in New York City, New York State. These Terms of Use, together with the Privacy Notice, and any other terms associated with the Websites, shall constitute the entire agreement between you and UCB concerning the Websites, except as otherwise expressly agreed by you and UCB. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and UCB's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. The use herein of the term "including" shall mean "including without limitation." UCB reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Websites following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. YOU AND UCB AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.